DISCOVERY ENERGY CORP. CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Discovery that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as "may," "might," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Discovery's otherSecurities and Exchange Commission filings. The following discussion should be read in conjunction with Discovery's financial statements and related notes thereto included elsewhere in this report. GeneralDiscovery Energy Corp. (the "Company") was incorporated under the laws of the state ofNevada onMay 24, 2006 under the name "Santos Resource Corp ". The current business of the Company is the exploration and development of the 584,651 gross acres (914 sq. miles) area inSouth Australia ("Prospect") held under Petroleum Exploration License PEL 512 ("License"). The Prospect is located in the "Western Flank" area, which is the southwest Permian edge of the Cooper and Eromanga Basins, the most prolific producing onshore region inAustralia . There are three separate acreage blocks in the Prospect: West (~400,000 acres), South (~181,000 acres) and Lycium (~4,000 acres). InMay 2012 , the Company incorporated a wholly owned Australian subsidiary,Discovery Energy SA Ltd. ("Subsidiary"), for the purpose of acquiring a 100% working interest in the License. InMay 2016 , the Subsidiary's legal entity status changed from public to private and its name changed toDiscovery Energy SA Pty Ltd. The Company is in the initial exploration phase of determining whether or not the Prospect contains economically recoverable volumes of crude oil, natural gas and/or natural gas liquids (collectively "Hydrocarbons"). Although the Company's current focus is primarily on the Prospect, management from time-to-time exchanges information with other industry participants regarding additional investment opportunities inAustralia . Recent Developments and Events Coronavirus Pandemic. InDecember 2019 , a novel strain of coronavirus, SARS-CoV-2, which causes coronavirus disease 2019 ("COVID-19"), surfaced inWuhan, China . Since then, SARS-CoV-2 and COVID-19 spread to many countries, including theU.S. andAustralia . The COVID-19 pandemic led to the implementation of various responses, including government-imposed quarantines, travel restrictions and other public health safety measures. It resulted in a significant spike in unemployment and a concomitant decline in economic activity in theU.S. ,Australia and many other countries, and any future outbreak of a health epidemic or other adverse public health developments may have similar effects. Although the effects of the COVID-19 pandemic have been lessening in theU.S. since the middle of the summer of 2020, the rate of the decline of new cases in theU.S. may be flattening. Moreover, in other parts of the world, these effects recently started worsening again. Furthermore, even though the rate of new cases inAustralia seems to continue to decline, overall, globally the improvement in the situation may be stalled. All of these developments create a renewed uncertainty regarding the future, particularly for those companies engaged in the exploration and production of Hydrocarbons. The current COVID-19 pandemic could continue to, and future similar epidemics or pandemics could also, materially and adversely impact our ability to finance and conduct our business once it becomes operational, and could materially and adversely impact our operations, financial condition and results. Severe Hydrocarbons Price Decline. Another recent development occurring more or less simultaneously with the COVID-19 pandemic is a Hydrocarbons price war that began in earlyMarch 2020 . At the time that this event started onMarch 8, 2020 , the price of Brent crude was$45.27 per barrel, which was already down from a recent high of$68.91 onJanuary 6, 2020 . Such price declined to a low of$19.33 onApril 21, 2020 . OnOctober 14, 2020 , the posted price of Brent crude was$43.32 . Prices of Hydrocarbons are volatile and entail certain risks. The Company has no assurance that the price of Hydrocarbons will recover to adequate levels or that the Company will not be harmed by prolonged low levels of Hydrocarbon prices. 13 Suspension of Work Commitment. OnAugust 13, 2020 , the Company received from the Government ofSouth Australia ,Department of Energy and Mining, confirmation that such agency had approved the Company's application for an additional 12-month suspension of the work commitment relating to the License. Prior to this further suspension, the Company's remaining work commitments were due to be completed byOctober 29, 2022 . The deadlines for the Company's remaining work commitments are detailed in the section captioned "Current Primary Activity" below. Historical Milestones
To date, the Company has achieved the following milestones:
* On
License grant, the Company's primary focus was on completing a financing to
raise sufficient funds so that the Company could undertake a required
proprietary seismic acquisition program. After exploring a number of possible
financings, the precipitous decline in crude oil prices starting in the summer
of 2014 delayed the Company's ability to successfully complete a financing of
the type being sought.
* In
arrangement pursuant to which the Company issued to two investors Senior
Secured Convertible Debentures due
collectively the "Debentures"). To date, the Company has issued a total of 14
Debentures having an aggregate original principal amount of
Debentures are due and payable on or before
Debentures to date has been accrued and added to principal, thereby increasing
the outstanding balance on the Debentures to approximately
are repaid or converted. Among other uses, the proceeds from the Debentures
enabled the Company to undertake required seismic work. In conjunction with
certain issuances of Debentures, warrants ("Warrants") were issued that grant
the holder the right to purchase up to a maximum of 19,125,000 common shares
at an initial per-share exercise price of
the Debentures and the Warrants, see the section captioned "Liquidity and
Capital Resources - Financing History and Immediate, Short-Term Capital Needs
- Debenture Financing" below.
* On
3D seismic survey (the "
(179 sq. km.) section of the western portion of the South Block of the
Prospect and directly on trend and in close proximity to mature producing
oilfield and recent discoveries on the blocks to the north.
was completed at a "turnkey price" of approximately
* The raw data from the
information, processed and interpreted by the Company's geophysical advisor.
Interpretation of the processed data included advanced technical analysis by
specialized consultants. This technical work identified an inventory of more
than 30 leads judged to be potential areas of crude oil accumulations. The
Company has prioritized these initial prospective locations for presentation
to potential sources of significant capital. Technical analysis is on-going.
* In
surveys of seven prospective drilling locations as required by applicable laws
and regulations. It subsequently filed reports on these surveys with the South
Australian government; no material issues were identified at any of the
prospective drill sites.
* In addition to the amounts raised pursuant to the Debentures arrangements,
since the Company adopted its current business plan, the Company has raised
funds totaling approximately
Company's common shares.
* In several transactions to date, the Company (through the Subsidiary)
purchased portions of an original 7.0% royalty interest relating to the
Prospect retained by the party that, in effect, transferred and sold the
License to the Company. As a result, the Company (through the Subsidiary) now
owns an aggregate 5.0% royalty interest, while the previous holder of the
original 7.0% royalty interest continues to hold a 2.0% royalty interest. The
aggregate purchase price for the aggregate 5.0% royalty interest was
14
Current Primary Activity
Discovery's current primary activity is to complete a major financing and/or
enter into a suitable joint venture relationship, so that it can execute the
remaining work on the Prospect's five-year work commitment (the "Commitment") as
described below, and develop the Prospect.
The License is subject to a Commitment, which imposes certain financial obligations on the Company. In management's view, the geotechnical work completed in Years 1 and 2 of the Commitment was sufficient to satisfy the License requirements for those two years. Required reports in connection with these activities were timely filed.
The Company has received a number of suspensions, extensions and modifications of the Commitment. The current remaining Commitment is as follows:
* Year 3 ending
62 miles (100 km.) and shoot 3D seismic data totaling approximately 77 sq.
miles (200 sq. km.) and drill two wells.
* Year 4 ending
77 sq. miles (200 sq. km.) and drill two wells.
* Year 5 ending October 29, 2023 - Drill three wells.
Discovery needs a significant additional amount of capital to fulfill its
obligations under the Commitment. Moreover, the Debentures mature in May 2021 ,
and the Company will need to raise additional funds or generate sufficient
revenues through Hydrocarbons production to timely repay the Debentures, if they
are not converted into common shares in accordance with their terms. The
Company's capital requirements and financing activities are described in the
section captioned "Liquidity and Capital Requirements" below. The success of the
initial phase of the Company's plan of operations depends upon the Company's
ability to obtain additional capital or enter into a suitable joint venture
arrangement in order to acquire additional seismic data and successfully drill
Commitment wells. Failure to obtain required additional capital or enter into a
suitable joint venture arrangement will materially and adversely affect the
Company and its stockholders in ways that are discussed in the section captioned
"Liquidity and Capital Resources - Consequences of a Financing Failure" below.
The Company cannot provide assurance that it will obtain the necessary capital
and/or enter into a suitable joint venture agreement.
Results of Operations
Results of operations for the three- and six-month periods ended
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
August 31, 2020 August 31, 2019 August 31, 2020 August 31, 2019
Revenue $ - $ - $ - $ -
Operating expenses (1,157,619 ) (760,075 ) (1,565,357 ) (2,416,636 )
Other income/(expenses) (602,523 ) (555,658 ) (1,192,596 ) (1,100,419 )
Net income/(loss) $ (1,760,142 ) $ (1,315,733 ) $ (2,757,953 ) $ (3,517,055 )
15
Operating expenses for the three- and six-month periods ended
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
August 31, 2020 August 31, 2019 August 31, 2020 August 31, 2019Stock-based compensation $ - $ 62,500 $ - $ 802,500 General and administrative 363,981 326,561 768,869 851,514 Warrant modification expense 769,888 371,014
769,888 735,697
Exploration costs 23,750 - 26,600 26,925
Total Operating Expenses $ 1,157,619 $ 760,075 $ 1,565,357 $ 2,416,636 Results of Operations for the Three-Month Periods Ended
Revenues. The Company did not earn any revenues in either of the comparative three-month periods endedAugust 31, 2020 andAugust 31, 2019 . Sales revenues are not anticipated until such time as the Prospect has commenced commercial production of Hydrocarbons. As the Company is presently in the exploration stage of its operations, no assurance can be provided that commercially exploitable levels of Hydrocarbons on the Prospect will be discovered, or if such resources are discovered, that the Prospect will commence commercial production. Operating Expenses. Total operating expenses incurred during the three months endedAugust 31, 2020 increased by$397,544 (52%), compared to those incurred during the three months endedAugust 31, 2019 . The increase is primarily due to an increase of$398,874 (108%) in warrant modification expense for the three months endedAugust 31, 2020 . Net Income (Loss). The Company had a net loss of$1,760,142 for the three months endedAugust 31, 2020 , compared to a net loss of$1,315,733 for the three months endedAugust 31, 2019 . The primary driver of this change is attributable to the increase in warrant modification expense. Loss per common share, on both a basic and fully diluted basis, was$0.01 for the three months endedAugust 31 of each of fiscal 2021 and fiscal 2020.
Results of Operations for the Six-Month Periods Ended
Revenues. The Company did not earn any revenues in either of the comparative six-month periods endedAugust 31, 2020 andAugust 31, 2019 . Sales revenues are not anticipated until such time as the Prospect has commenced commercial production of Hydrocarbons. As the Company is presently in the exploration stage of its operations, no assurance can be provided that commercially exploitable levels of Hydrocarbons on the Prospect will be discovered, or if such resources are discovered, that the Prospect will commence commercial production. Operating Expenses. Total operating expenses incurred during the six months endedAugust 31, 2020 decreased by$851,279 (35%), compared to those incurred during the six months endedAugust 31, 2019 . The decrease is primarily due to the absence of stock-based compensation for the six months endedAugust 31, 2020 , while the Company had such expense of$802,500 for the six months endedAugust 31, 2019 . Additionally, a decrease of$78,967 in travel related expense, a result of the COVID pandemic, offset by an increase of$34,191 in warrant modification expense, also contributed to the overall decrease in operating expenses. Net Income (Loss). The Company had a net loss of$2,757,953 for the six months endedAugust 31, 2020 , compared to a net loss of$3,517,055 for the six months endedAugust 31, 2019 . The primary driver of this change is attributable to the absence of stock-based compensation expense during the six months endedAugust 31, 2020 . Loss per common share, on both a basic and fully diluted basis, was$0.02 for the six months endedAugust 31 of each of fiscal 2021 and fiscal 2020. 16 Cash Flow for the Six-Month Periods EndedAugust 31, 2020 and 2019
Cash Used in Operating Activities: Operating activities for the six months endedAugust 31, 2020 used cash of$262,589 , compared to$550,782 for the six months endedAugust 31, 2019 , primarily due to a decrease in travel and use of third-party providers.
Cash Used in Investing Activities: No cash was used for investing activities
during the six months ended
Cash Provided by Financing Activities: Financing activities totaled$218,750 during the six months endedAugust 31, 2020 , resulting from the private placement of 500,000 common shares at$0.20 per common share for gross proceeds of$100,000 , and proceeds from a Paycheck Protection Program loan in the amount of$118,750 . Financing activities totaled$250,000 during the six-month period endedAugust 31, 2019 , resulting from the gross proceeds of the private placement sale of 1,000,000 shares of common stock at a price of$0.25 per
common share.
Off-Balance Sheet Arrangements
Discovery has no off-balance sheet arrangements.
Liquidity and Capital Resources
Financing History and Immediate, Short-Term Capital Needs
Early Financings. FromJanuary 2012 throughMay 27, 2016 , business activities were financed primarily through private placements of common shares. During that period, several rounds of equity financing were conducted which raised total "seed" capital in the amount of$2,723,750 resulting in the issuance of 19,657,501 common shares. Moreover, from time to time, officers and directors of the Company provided short-term bridge funding. These advances were repaid out of proceeds from the Debentures financing described below. Debentures Financing. Beginning inMay 2016 and continuing throughAugust 2018 , the Company relied on a series of placements of Debentures (debt instruments convertible into common shares). The 14 Debentures comprising this series were issued pursuant to a Securities Purchase Agreement executed onMay 27, 2016 . Debentures having an aggregate original principal amount of$6,850,000 have been placed. In conjunction with certain Debentures, warrants ("Warrants") were issued that grant to the holder the right to purchase from the Company up to a maximum of 19,125,000 common shares at an initial per-share exercise price
of$0.20 .
Each of the Debentures includes the following features:
* The Debentures bear interest at the rate of eight percent (8%) per annum,
compounded quarterly. However, upon the occurrence and during the continuance
of a stipulated event of default, the Debentures will bear interest at the
rate of twelve percent (12%) per annum.
* Interest need not be paid on the Debentures until the principal amount of the
Debentures becomes due and payable. Instead, accrued interest is added to the
outstanding principal amount of the Debentures quarterly. Nevertheless, the
Company may elect to pay accrued interest in cash at the time that such
interest would otherwise be added to the outstanding principal amount of the
Debentures.
* The principal amount of and accrued interest on the Debentures are due and
payable in a single balloon payment on or before
* The Company is not entitled to prepay the Debentures.
* The Debentures are convertible, in whole or in part, into the Company's common
shares at the option of holders, at any time and from time to time. The
conversion price for Debentures having an aggregate original principal amount
of
aggregate original principal amount of
prices are subject to certain adjustments that are believed to be customary in
transactions of this nature, including so-called "down round" financing
adjustments. The Company is subject to certain liabilities and liquidated
damages for its failure to honor timely a conversion of the Debentures, and
these liabilities and liquidated damages are believed to be customary in
transactions of this nature.
17
* The holders of the Debentures are entitled to have them redeemed completely or
partially upon certain events (such as a change of control transaction
involving the Company or the sale of a material portion of the Company's
assets) at a redemption price equal to 120% of the then outstanding principal
amount of the Debenture and 100% of accrued and unpaid interest on the
outstanding principal amount of this Debenture, plus all liquidated damages
and other amounts due thereunder in respect of the Debenture.
* The Debentures feature negative operating covenants, events of default and
remedies upon such events of default that are believed to be customary in
transactions of this nature. One of the remedies upon an event of default is a
Debenture holder's ability to accelerate the maturity of the Debenture such
that all amounts owing under the Debenture would become immediately due and
payable. The Debenture holders would then be able to resort to the collateral
securing the Debentures, if the Company did not pay the amount outstanding,
which is likely to be the case.
* The Debentures are secured by virtually all of the Company's assets owned
directly or indirectly but for the License, which is held by the Subsidiary.
Moreover, the Company has separately guaranteed the Debentures and has pledged
all of its stock in the Subsidiary to secure such guarantee. The essential
effect of these security arrangements is that, if the Company defaults on or
experiences an event of default with respect to the Debentures, the holders of
the Debentures could exercise the rights of a secured creditor, which could
result in the partial or total loss of nearly all of the Company's assets, in
which case its business could cease and all or substantially all of
stockholders' equity could be lost. For more information about this, see the
section captioned "Consequences of a Financing Failure" below.
Each of the Warrants includes the following features:
* The initial per-share exercise price of the Warrants is
to certain adjustments that are generally believed to be customary in
transactions of this nature. Subject to certain exceptions, the exercise price
of the Warrants involves possible adjustments downward to the price of any
common shares or their equivalents sold by the Company during the term of the
Warrants for less than the then applicable exercise price of the Warrants.
Upon the adjustment of the exercise price, the number of shares issuable upon
exercise of the Warrants is proportionately adjusted so the aggregate exercise
price of the Warrants remains unchanged.
* All of the Warrants are currently exercisable and remain so until their
extended expiration date of
* The Company is subject to certain liabilities and liquidated damages for
failure to honor timely an exercise of the Warrants, and these liabilities and
liquidated damages are believed to be customary in transactions of this
nature.
The largest holder of the Debentures has the right to have elected to the Company's Board of Directors one nominee, but this holder has not yet exercised the right to nominate or have one director elected.
Moreover, persons holding a majority of the outstanding Debentures have the right to require the Company to register with theSEC the resale of the shares into which Debentures can be converted, the shares that can be acquired upon the exercise of the Warrants and possibly other shares owned by such persons as well. The proceeds from the Debentures placements were generally used to fund the acquisition, processing and interpretation of theNike Survey data and payment of the Company's and the Debenture holders' expenses associated with the placements. A portion of these proceeds were used to retire all of the then outstanding indebtedness (including the amounts owed to Liberty Petroleum for allowing the Subsidiary to be issued the License in its place, and loans made by management), and to acquire a 5.0% overriding royalty interest relating to the Prospect. Funds were also used for payment of general and administrative expenses. In addition to the preceding, a portion of the proceeds was used
to pay a geophysical advisor. 18 More Recent Equity Placements. Subsequent to the start of the Debentures placements, the Company continued certain private capital raising transactions involving the Company's common shares. Beginning inNovember 2016 and continuing from time to time, the Company closed on a series of private placements of its common shares in which an aggregate of 9.05 million shares were issued for an aggregate purchase price of$1,880,000 . Paycheck Protection Program Loan. In connection with the Payroll Protection Program established by the Coronavirus Aid, Relief, and Economic Security Act, the Company borrowed the sum of$118,750 . In due course, the Company intends to apply for the forgiveness of this indebtedness to the maximum extent permitted by then applicable law. Available Cash. As ofOctober 13, 2020 , the Company had cash of approximately$25,000 , and had negative working capital of about$3,900,000 . Management believes that the cash on hand, as of the preceding date, will be sufficient to finance general and administrative expenses throughDecember 31, 2020 although no assurance of this can be provided. However, this amount of cash will be insufficient to allow the Company to fulfill work commitment obligations in a timely manner. A plan for financing these obligations is discussed below. Management intends to finance all general and administrative expenses beyond available cash on hand by undertaking to raise funds through private placements of common shares. However, no assurance can be given that the amounts will be adequate. Moreover, no assurance can be provided of successfully raising any additional funds for this purpose. Long-Term Capital Needs The five-year work commitment relating to the License imposes certain obligations on the Company. The work requirements of the first two years, which included geotechnical studies and theNike Survey , have been completed and reports and certain work materials have been submitted as required by the South Australian government. Going forward, additional funds will be required to meet the seismic and drilling obligations of License Years 3, 4 and 5. Working capital will also be needed to satisfy general and administrative expenses. BetweenOctober 2020 andOctober 2023 (the month in which the Company's work commitments are currently required to be completed), the Company estimates that it will need to raise an additional$20.0 million to have sufficient capital to meet the remaining work commitments specified in the License and to fund operations. Net revenues produced from successful oil wells could provide some of the funds required to meet these capital needs. However, no assurance can be given that this or any other amount of financing will be obtained or that any Hydrocarbons revenue will be earned. If successful with the early wells, work will continue with a full development plan, the scope of which is now uncertain but will be based on technical analysis of seismic data, field drilling and log reports, production history and cost estimates. However, all of the preceding plans are subject to the availability of sufficient funding and the receipt of all governmental approvals. Without sufficient available funds to undertake these tasks, additional financings or a joint venture partner will be required. Failure to procure a joint venture partner or raise additional funds will preclude the Company from pursuing its business plan, as well as exposing the Company to the loss of the License, as discussed below. Moreover, if the business plan proceeds as just described, but the initial wells do not prove to hold producible reserves, the Company could be forced to cease its initial exploration efforts on the Prospect.
Major Financing Efforts and Other Sources of Capital
The Company's capital strategy for most of its past four fiscal years has been, and continues to be, to attempt to engage in a single major capital raising transaction to provide sufficient funds to satisfy its capital needs for a number of years to come. While management has not completely abandoned this strategy, the Company shifted its emphasis in an effort to try to engage in one or more smaller capital raising transactions to provide sufficient funds to satisfy ongoing and future capital needs. During a two-year period beginning inMay 2016 , the Company completed a series of placements of its Debentures having an aggregate original principal amount of$6,850,000 . The Company's plan for financing its general and administrative expenses is described in the section captioned "Financing History and Immediate, Short-Term Capital Needs" above. The Company's plan for financing its work commitments is described in the following paragraph. 19
The interpretation and analysis of theNike Survey resulted in an inventory of more than 30 leads judged to be potential areas of Hydrocarbons accumulations. These initial prospective locations were prioritized and the results are being presented to prospective investors with a view to securing the capital required to commence the Company's initial drilling program. The Company needs to complete one or more major capital raising transactions to continue moving its business plan forward. In the interim, the Company is continuing efforts to raise comparably smaller amounts of capital to cover general and administrative expenses. The Company has no assurance that it will be able to raise any required funds. The Company has been and is also exploring efforts to secure one or more joint venture partners. Sales from production as a result of successful drilling efforts would provide the Company with incoming cash flow. The proved reserves associated with production would most likely increase the value of the Company's rights in the Prospect. This, in turn, should enable the Company to obtain bank financing (after the wells have produced for a period of time to satisfy the lenders requirements). Both of these results would enable the Company to continue with its development activities. Positive cash flow is a critical success factor for the Company's plan of operation in the long run. Management believes that, if the Company's plan of operation successfully progresses (and production is realized) as planned, sufficient cash flow and debt financing will be available for purposes of properly pursuing its plan of operation, although the Company can make no assurances in this regard. Finally, to reduce its cash requirements, the Company might attempt to satisfy some of its obligations by issuing common shares, which would result in dilution in the percentage ownership interests of the Company's existing stockholders and could result in dilution of the net asset value per share of the Company's existing stockholders.
Consequences of a Financing Failure
If required financing is not available on acceptable terms, the Company could be prevented from satisfying its work commitment obligations or developing the Prospect to the point that the Company is able to repay the Debentures, which become due inMay 2021 . Failure to satisfy work commitment obligations could result in the eventual loss of the License and the total loss of the Company's assets and properties. Failure to timely pay the Debentures could result in the eventual exercise of the rights of a secured creditor and the possible partial or total loss of the Company's assets and properties. Failure to procure required financing on acceptable terms could prevent the Company from developing the Prospect. If any of the preceding events were to occur, the Company could be forced to cease its operations, which could result in a complete loss of stockholders' equity. If additional financing is not obtained through an equity or debt offering, the Company could find it necessary to sell all or some portion of the Prospect under unfavorable circumstances and at an undesirable price. However, no assurance can be provided that the Company will be able to find interested buyers or that the funds received from any such partial sale would be adequate to fund additional activities. Future liquidity will depend upon numerous factors, including the success of the Company's exploration and development program, satisfactory achievement of License commitment's and capital raising activities. COVID-19 The Company has experienced no obvious impact from the COVID-19 pandemic with respect to Liquidity and Capital Resources. However, the result of the pandemic may create greater uncertainty or challenges in the Company's ability to raise capital. For further risk discussion, see the risk factor captioned "PANDEMICS OR DISEASE OUTBREAKS (SUCH AS THE NOVEL CORONAVIRUS, ALSO KNOWN AS THE COVID-19 VIRUS) COULD MATERIALLY AND ADVERSELY AFFECT US IN A VAREITY OF WAYS" in the Company's Annual Report on Form 10-K for the Company's fiscal year endedFebruary 29, 2020 . 20
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